Annual Report on the Business Activity Of
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INDIVIDUAL ANNUAL REPORT ON BUSINESS ACTIVITY AS OF 31 DECEMBER 2020 ANNUAL REPORT ON THE BUSINESS ACTIVITY OF ALLTERCO JSCo FOR FINANCIAL YEAR 2020 THIS BUSINESS ACTIVITY REPORT IS PREPARED IN ACCORDANCE WITH THE PROVISIONS OF ART. 39 ET SEQ. FROM THE ACCOUNTING ACT, ART. 100N, PARAGRAPH 7 OF THE PUBLIC OFFERING OF SECURITIES ACT AND ANNEXES No 10 AND No 11, TO ART. 22A, PARAGRAPH 1, ITEM 2 OF ORDINANCE No 2 DATED 17 SEPTEMBER 2003 ON PROSPECTUSES FOR PUBLIC OFFERING AND ADMISSION TO TRADING ON A REGULATED SECURITIES MARKET AND DISCLOSURE OF INFORMATION. Page 58 of 134 INDIVIDUAL ANNUAL REPORT ON BUSINESS ACTIVITY AS OF 31 DECEMBER 2020 DEAR SHAREHOLDERS, We, the members of the Board of Directors of ALLTERCO JSCo., committed to manage the company in the best interest of the shareholders, as well as on the basis of the requirements of the provisions of Art. 39 et seq. of the Accounting Act (in force since 01.01.2016), Art. 100n, Paragraph 7 of the Public Offering of Securities Act and Annex No. 10, to Art. 32a of Ordinance No. 2 of 17 September 2003 on prospectuses for public offering and admission to trading on a regulated securities market and for disclosure of information, have prepared this activity report (hereinafter "The Report"). The Report provides comments and analysis of the financial statements and other material information regarding the financial position and the results achieved by the company operations. The report contains an objective review that presents truthfully and honestly the development and performance of ALLTERCO JSCo, as well as its status, together with a description of the main risks it faces. The circumstances that occurred in 2020, which the company's management believes may be of significance to the investors in deciding to acquire, sell or continue to hold publicly offered securities, have been disclosed within the time limits provided for in the Public Offering of Securities Act and by the Financial Supervision Commission, investors and the regulated securities market. Page 59 of 134 INDIVIDUAL ANNUAL REPORT ON BUSINESS ACTIVITY AS OF 31 DECEMBER 2020 This Report on the activity of Allterco JSCo presents information about the company on an individual basis as of 31 December 2020 and covers the period 01.01.2020-31.12.2020 (“reporting period”). I. GENERAL INFORMATION ABOUT THE COMPANY ALLTERCO JSCo is a public limited company with the following main business activity: Acquisition, management, evaluation and sale of participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, evaluation, sale and assignment of licenses for the use of patents and other intellectual and industrial property rights; financing of companies in which the Company participates; purchase of goods and other goods for resale in the raw, processed or treated form; sale of goods from own production; foreign trade transactions; commissions, forwarding, warehousing and leasing transactions; transport transactions in the country and abroad; transactions of commercial representation and mediation of local and foreign individuals and legal entities; consultancy and marketing transactions; providing management and administration services to local and foreign legal entities; as well as any other commercial transactions not prohibited by the law. The Company was entered in the Commercial Register on 11 February 2010. As of 31.12.2020, ALLTERCO JSCo has its registered office, telephone, fax, e-mail, web site as follows: • Current registered office as of the date of preparing this Report on address: City of Sofia 1407, 103 Cherni Vrah Blvd • Tel: +359 2 9571248 • e-mail: [email protected] • Web page: www.allterco.com As of the end of the reporting period, the issued, subscribed, paid up and registered capital of the Company amounts to BGN 17 999 999 (seventeen million nine hundred and ninety-nine thousand nine hundred and ninety-nine leva), divided into17 999 999 (seventeen million nine hundred and ninety-nine thousand nine hundred and ninety-nine) dematerialized ordinary registered voting shares with par value of 1 (one) BGN for each share. The share capital was fully paid in by five contributions: • Contribution in kind representing 100% of the shares of Teravoice EAD (Solely-owned PLC), with a monetary valuation of BGN 50 000 (fifty thousand leva); • Contribution in kind representing 69.60% of the shares of Tera Communications AD (PLC), with a monetary valuation of BGN 5 438 000 (five million four hundred and thirty-eight thousand leva); • A combination of contributions in kind and monetary contributions worth BGN 8 012 000 (eight million and twelve thousand leva). • Cash contributions with a total value of BGN 1 500 000 (one million and five hundred thousand leva) against subscribed and paid 1 500 000 (one million and five hundred thousand) dematerialized ordinary registered voting shares with a par value of 1 BGN as a result of a procedure for initial public offering of a new issue of shares. Page 60 of 134 INDIVIDUAL ANNUAL REPORT ON BUSINESS ACTIVITY AS OF 31 DECEMBER 2020 • Cash contributions with a total value of BGN 2 999 999 (two million nine hundred and ninety-nine thousand nine hundred and ninety-nine leva) against subscribed and paid 2,999,999 (two million nine hundred and ninety-nine thousand nine hundred and ninety-nine) dematerialized ordinary registered voting shares with a par value of 1 BGN as a result of a procedure for initial public offering of a new issue of shares. The public offering of shares from the capital increase of Allterco JSCo was held in the period 28.09.2020 – 30.10.2020 on the basis of a Prospectus together with its supplements as affirmed by the Financial Supervision Commission with Ordinance No 148-Е of 18.02.2020, Decision No 405- Е of 11.06.2020, Decision No 601-Е of 13.08.2020 and Decision No 791-Е of 29.10.2020. As of 31 December 2020, the capital structure of ALLTERCO JSCo is as follows: PERCENTAGE OF THE SHAREHOLDER NAME CAPITAL Svetlin Todorov 32.48 % Dimitar Dimitrov 32.48 % Viktor Atanasov* 6.23 % Other individuals and legal entities 28.81 % * After the end of the reporting period, the Company has received a notification from the shareholder Viktor Atanasov for reduction of its shareholding to 2.09%, as of 12.01.2021, on the basis of which a change should be reported as well as a change in the share of minority shareholders - a total of 32.95%. 1. In-kind contributions have been made in the last three financial years In the last three financial years, no in-kind contributions have been made to the company's capital. 2. Information about the issuer's management system As of 31.12.2020, ALLTERCO JSCo has a one-tier management system - 3-member Board of Directors, according to a resolution of the General Meeting of Shareholders dated 20.12.2020, entered in the Commercial Register under No. 20210105090633 As of 31.12.2020, the members of the Board of Directors are: • Dimitar Stoyanov Dimitrov • Svetlin Iliev Todorov • Nikolay Angelov Martinov II. REVIEW OF THE COMPANY’S BUSINESS ACTIVITY AND STATUS As of 31.12.2020, Allterco JSCo reports investments in the following companies: - 100% of the capital of Allterco Robotics EOOD, Bulgaria; - 100% of the capital of Allterco Properties EOOD; - 100% of the capital of Allterco Trading EOOD - 100 % of the capital of Allterco PTE Ltd., Singapore; - 100% of the capital of Allterco SDN Ltd., Malaysia; - 49% of the capital of Allterco Ltd., Thailand; - 100 % of the capital of Global Teracomm Inc., (DBA Allterco Robotics) As of 09.03.2021, Allterco JSCo also holds 30% of the capital of the newly founded company named Allterco Asia Ltd. 91440300MA5GMK2T5B, with domicile and registered office: number 716, Building A, XingHe Shiji, Cai Tian road 3069, Gangxia, Futian, Shenzhen, China. No changes occurred in the economic group of Allterco JSCo during the reporting period. Page 61 of 134 INDIVIDUAL ANNUAL REPORT ON BUSINESS ACTIVITY AS OF 31 DECEMBER 2020 III. RESULTS FROM THE ACTIVITY 1. FINANCIAL RESULT As of the end of the reporting period, ALLTERCO JSCo reported on individual basis a net profit at the amount of BGN 2 330 thousand, compared to the net profit of BGN 4 483 thousand registered in 2019, and the amount of BGN 549 thousand in 2018. The significant increase of profit in 2019 is mainly due to the realized profit from sales of investments in 5 subsidiaries. The profit in 2020 is also to a great extent due to the realized sale of financial investments. Table No 1 (in BGN thousand) EQUITY, MINORITY INTEREST AND LIABILITIES 2018 % 2019 % 2020 a 1 2 3 A. EQUITY I. Registered capital 15 000 0% 15 000 20% 18 000 II. Reserves 1 357 11% 1 500 703% 12 052 III. Financial result 1. Retained earnings (losses) incl. 1 089 -196% -1 041 -387% 2 992 2. Current period profit 713 529% 4 483 -48% 2 330 3. Current period loss Total Group III 1 802 91% 3 442 55% 5 322 TOTAL FOR SECTION A (I+II+III): 18 159 9.82% 19 942 77.38% 35 374 During the reporting period occurred the following changes in the shareholder’s equity of Allterco JSCo: - The registered capital was increased up to BGN 17 999 999 by a new emission of 2 999 999 shares - The Company accounted premiums from the new issued emission of shares in the amount of BGN 5 703 thousand, formed as the difference between the subscription price per share in the amount of BGN 3.0 and the nominal value per share (BGN 1.0) - The Company reports a reserve from the revaluation of financial assets in the amount of BGN 4 849 thousand, representing a revaluation of the shares held by a foreign public company (Link Mobility Group Holding ASA, Norway).